absent Lessee’s operation of the Aircraft. Notwithstanding anything to the contrary herein, in no event shall either Lessee or Lessor be responsible to the other for any Taxes based on the
income of the other party nor shall Lessee be responsible for (1) any governmental fines or penalties which are imposed directly as a result of the willful misconduct or negligence of Lessor, or (2) any fines or penalties which arose or
arise prior to or following the Term, respectively. Lessee shall have the right to contest in good faith by appropriate proceedings any Taxes for which it is liable and shall not be obligated to pay such Taxes pending the final outcome of such
contest, provided such contest and non-payment is not reasonably likely to result in a forfeiture of the Aircraft. The obligations of this Section 3(b) shall survive the expiration or other termination of this Agreement. In the event the Lease
is terminated by either party for any reason prior to the expiration of the Term, Lessor shall refund to Lessee such portion of the Taxes paid by Lessee as relate to the portion of the Rent that is refunded. 


4. Delivery; Condition of Aircraft. 

 (a)
Lessor shall deliver the Aircraft to Lessee at Teterboro Airport (TEB) in Teterboro, New Jersey on a date that is mutually agreeable to the parties (“**Delivery Date**”). 

 (b) Lessor shall deliver the Aircraft to Lessee on the Delivery Date in the following condition: 

 (i) current on and in compliance with manufacturer’s recommended inspection and maintenance program, with all calendar and hourly inspections that must be completed on or before the Delivery Date
completed without deferment or extension; 

 (ii) operational and in an airworthy condition with a current and valid FAA Standard
Airworthiness Certificate and registered on the FAA Civil Aircraft Registry;